Annual Report 2009 - Von Roll

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Corporate Governance 335. | Remuneration, profit-sharing and loans5.1| Content of and procedure for determining remuneration and profit-sharing programmesThe People & Remuneration Committee of the Board of Directors draws up the parameters for the remuneration ofthe Members of the Board of Directors annually and submits them to the Board of Directors for approval. The servicesof an external adviser were not called upon during the reporting year. The People & Remuneration Committeeregularly reviews the contracts of employment and the relevant income of the CEO and the other Members of theExecutive Management. This is carried out on the principle of attracting the most suitable and well-qualified personnelfor the company. The management is paid fairly at normal market rates, based on salary comparisons, in linewith their abilities, experience and qualifications. The remuneration comprises a fixed wage plus a variable performance-relatedcomponent. The level of the performance-related components depends on the attainment of personaltargets set annually and the attainment of the company’s targets. The Members of the Board of Directorsreceived a fixed salary in the form of a cash payment in 2009. The CEO’s salary also covered his activities on behalfof the Board of Directors, i.e. he will not receive any additional remuneration for his activities as a Member of theBoard of Directors. The non-executive Members of the Board of Directors did not receive either additional remunerationor emoluments in the form of additional fees, shares or options. The Members of the Executive Board receiveda basic salary plus a performance-related salary component, 30 % of which is based on personal targetsand 70 % on the success of the company. The basic salary constitutes around 60 % and the performance-relatedsalary component constitutes 40 % of the whole salary.In 2007, a stock option plan was introduced for the Members of the Executive Management. Under this plan, theMembers of the Executive Management may be granted options free of charge each year, although there is noobligation to do so. The options may be exercised at any time for a period of three years for a price determined atthe grant date, if at the time of exercise, provided that the relevant member fulfills the criteria, e.g. is still employedby the company. A maximum of 50 % of the options granted may be exercised each year. The option plan entitlesthe beneficiary to subscribe to shares (equity settlement). The potential commitment to provide shares for optionswill be covered solely by the purchase of shares on the stock exchange.In 2007, 500,000 options to acquire 500,000 shares were granted to the Executive Management. The exerciseprice is fixed at CHF 20. The options issued under this tranche may be exercised from the grant date until 31 December2010; however, only 50 % may be exercised in 2007 and 2008 together, and also 50 % in 2009.In the reporting year, 500,000 options to acquire 500,000 shares were granted to Members of the Executive Management.The exercise price is fixed at CHF 12. The options issued under this tranche may be exercised from thegrant date until 31 December 2012; however, only 50 % may be exercised in 2009 and 2010, and 50 % in 2011. Pleasesee the notes to the financial statements for detailed information on the remuneration actually paid to the Membersof the Board of Directors and the Executive Management.
34 Corporate Governance6. | Participatory rights of shareholders6.16.26.36.46.5| Voting rights and representation restrictionsThe company’s Articles of Association do not contain any voting right restrictions and do not deviate from Swiss lawwith regard to the representation of voting rights. The Annual General Meeting adopts resolutions and conductselections with an absolute majority of the votes cast at the meeting, excluding any blank or invalid votes. This regulationapplies unless stipulated otherwise by mandatory legal provisions or provisions set out in the Articles ofAssociation. Each share carries one vote at the Annual General Meeting.| Quorum stipulated in the Articles of AssociationA decision by the Annual General Meeting on the winding-up of the company without liquidation requires at leasttwo thirds of the votes represented and an absolute majority of the nominal value of the shares represented.Moreover, in accordance with the Articles of Association, the statutory quorums in accordance with Art. 703 and704 of the Swiss Law of Obligations will apply to resolutions made by the Annual General Meeting.| Convening of the Annual General MeetingThe Articles of Association do not contain any rules that deviate from Swiss law with regard to the convening of theAnnual General Meeting. The ordinary General Meeting takes place annually, no later than six months after the endof the financial year. The meeting is convened by the Board of Directors. The invitation to the Annual General Meetingis published in the Swiss Official Gazette of Commerce (SOGC) as well as in the Neue Zürcher Zeitung and inthe magazine Finanz und Wirtschaft. One or more shareholders who together represent at least 10 % of the sharecapital may call for an Extraordinary General Meeting; Extraordinary General Meetings must take place within90 days of receipt of such a request.| AgendaShareholders who together represent shares with a nominal value of at least CHF 1 million can ask for an item to beincluded on the agenda for discussion, but no later than 60 days before the day of the meeting. Requests must besubmitted in writing.| Entries in the share registerThe share capital of the company is exclusively comprised of bearer shares and consequently no share register iskept.7. | Change of control and defence measures7.17.2| Duty to make an offerVon Roll Holding AG stipulates that a major shareholder is obligated to make a public offer to purchase pursuant toArt. 32 and 52 SESTA (Federal Act on Securities Exchanges and Securities Trading) dated 24 March 1995. The thresholdhas not been raised.| Change of control clausesThere are no significant contractual agreements with the Board of Directors or the Executive Management in theevent of a change of control. The Articles of Association do not contain any change of control clauses in favour ofMembers of the Board of Directors and/or Executive Management.
Page 1 and 2: 09Annual ReportWe Enable Energy
Page 3 and 4: Share of total salesNet sales by re
Page 5 and 6: 2 Letter to shareholdersDear Shareh
Page 7 and 8: 4 StrategyRefocussing of the strate
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Page 11 and 12: 8 Executive ManagementThe Executive
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Page 17 and 18: SEGMENTSAPPLICATIONGeneratorsRotati
Page 19 and 20: MARKETSPower stations (gas, coal, w
Page 21 and 22: 16 Description of segmentsVon Roll
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Business addressVon Roll Holding AG
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Annual Report 2009 - Von Roll

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